[S-8 POS] NeueHealth, Inc. SEC Filing

Rhea-AI Filing Summary

NeueHealth filed a Registration Statement on Form S-8 (File No. 333-279463) on May 16, 2024 to register 2,275,000 shares of common stock, par value $0.0001, for issuance under the NeueHealth, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan. The filing references a prior Form S-8 (File No. 333-257477) filed June 28, 2021 that registered 42,000,000 shares for the 2021 Incentive Plan and 72,285,567 shares for the Bright Health Group, Inc. 2016 Stock Incentive Plan. The document is signed by Jeff Craig, General Counsel and Corporate Secretary.

Positive

• 2,275,000 shares officially registered for issuance under the 2021 Omnibus Incentive Plan, enabling equity awards to employees and directors
• Filing is executed and signed by the company's General Counsel, indicating proper administrative compliance

Negative

• Prior S-8 registrations reference a combined 114,285,567 shares (42,000,000 + 72,285,567), indicating a large pool of registered shares that could result in dilution if issued

Insights

Financial Analyst

TL;DR: Routine securities registration for employee award plans; primary impact is potential share issuance under incentive programs.

The filing documents registration of 2,275,000 shares under the company's amended 2021 Omnibus Incentive Plan, referencing substantially larger prior S-8 registrations from 2021. This is a standard administrative step enabling the company to issue shares for employee and director awards. The disclosure does not include financial metrics, timelines for issuance, or outstanding share counts, so the direct dilution impact cannot be calculated from this filing alone.

Corporate Governance Expert

TL;DR: Administrative compliance for equity compensation plans; signals ongoing use of stock-based awards.

The Form S-8 POS indicates continued reliance on equity compensation through the 2021 Incentive Plan and references legacy plan registrations. The filing confirms the company has reserved shares for awards but provides no detail on vesting schedules, recipients, or actual grants. From a governance perspective this is routine disclosure supporting compensation administration rather than a material corporate action.

As filed with the Securities and Exchange Commission on October 2, 2025

Registration No. 333-279463

Registration No. 333-271987

Registration No. 333-257477

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO:

Form S-8 Registration Statement No. 333-279463

Form S-8 Registration Statement No. 333-271987

Form S-8 Registration Statement No. 333-257477

UNDER

THE SECURITIES ACT OF 1933

NEUEHEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	47-4991296
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
9250 NW 36th St Suite 420 Doral, FL	33178
(Address of Principal Executive Office)	(Zip Code)

NeueHealth, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan

Bright Health Group, Inc. 2016 Stock Incentive Plan

(Full Title of the Plans)

Jeff Craig

General Counsel and Corporate Secretary

9250 NW 36th St Suite 420

Doral, FL 33178

(Name and address of agent for service)

(612) 238-1321 

(Registrant’s Telephone Number, Including Area Code)

Copies to:

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, California 94304

Email: aazher@stblaw.com;

wbrentani@stblaw.com

Attention: Atif I. Azher; William B. Brentani

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer	¨
Non-accelerated filer x	Smaller reporting company	x
	Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”) of NeueHealth, Inc., a Delaware corporation (the “Registrant”), which were previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):

1.  Registration Statement on Form S-8 (File No. 333-279463), filed with the SEC on May 16, 2024, pertaining to the registration of 2,275,000 shares of common stock of the Registrant, par value $0.0001 per share (the “Common Stock”) for delivery with respect to awards under the NeueHealth, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”).

2.	Registration Statement on Form S-8 (File No. 333-271987), filed with the SEC on May 17, 2023, pertaining to the registration of 156,622,359* shares of Common Stock for delivery with respect to awards under the 2021 Incentive Plan.
3.	Registration Statement on Form S-8 (File No. 333-257477), filed with the SEC on June 28, 2021, pertaining to the registration of (i) 42,000,000* shares of Common Stock for delivery with respect to awards under the 2021 Incentive Plan and (ii) 72,285,567* shares of Common Stock for delivery with respect to awards under the Bright Health Group, Inc. 2016 Stock Incentive Plan.

* The number of shares of Common Stock originally registered have not been adjusted to reflect the one-for-eighty (1-for-80) reverse stock split that became effective on May 19, 2023.

On October 2, 2025, pursuant to the Agreement and Plan of Merger, dated December 23, 2024, by and among the Registrant, NH Holdings 2025, Inc., a Delaware corporation (“Parent”), and NH Holdings Acquisition 2025, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a wholly owned subsidiary of Parent.

As a result of the Merger, the Registrant is terminating all existing registration statements under the Securities Act of 1933, as amended, of the Registrant, including the Registration Statements. The Registrant hereby terminates the effectiveness of the Registration Statements and removes from registration, by means of a post-effective amendment, any and all securities of the Registrant registered for issuance under the Registration Statements that remain unissued as of the date of this Post-Effective Amendment. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Doral, State of Florida, on October 2, 2025.

NEUEHEALTH, INC.
By:	/s/ Jeff Craig
Name:	Jeff Craig
Title:	General Counsel and Corporate Secretary

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.

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FAQ

What did NEUE register in the May 16, 2024 Form S-8 filing?

The company registered 2,275,000 shares of common stock for issuance under the NeueHealth, Inc. Second Amended and Restated 2021 Omnibus Incentive Plan.

Does the filing indicate when the registered shares will be issued?

No. The filing registers the shares for future issuance but does not provide timing, grant schedules, or recipients.

What prior S-8 registrations does the document reference?

It references a June 28, 2021 Form S-8 that registered 42,000,000 shares for the 2021 Incentive Plan and 72,285,567 shares for the Bright Health Group, Inc. 2016 Stock Incentive Plan.

Who signed the filing on behalf of NeueHealth?

The filing is signed by Jeff Craig, General Counsel and Corporate Secretary.